Certain Rights of Collateral Agent. Except as otherwise provided in Section 5.01:
(a) the Collateral Agent may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;
(b) any request or direction of National Rural mentioned herein shall be sufficiently evidenced by a National Rural Notice or National Rural Order;
(c) any request or direction of the Control Party mentioned herein shall be sufficiently evidenced by a Control Party Notice or Control Party Order;
(d) whenever in the administration of this Pledge Agreement the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate in the case of National Rural, and a certificate signed by any Vice President of the Control Party in the case of the Control Party;
(e) the Collateral Agent may consult with counsel and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;
(f) the Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Pledge Agreement at the request or direction of either National Rural or the Control Party pursuant to this Pledge Agreement, unless such party shall have offered to the Collateral Agent reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;
(g) the Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, or to recompute, verify, reclassify or recalculate any information contained therein, but the Collateral Agent, in its sole and absolute discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be...
Certain Rights of Collateral Agent. If Collateral Agent shall request instructions from Secured Parties with respect to any act or action (including the failure to act) in connection with this Agreement, the First Lien Obligations, the Second Lien Obligations or any Security Document, Collateral Agent shall be entitled to refrain from such act or taking such action unless and until Collateral Agent shall have received written instructions from any Secured Party or group of Secured Parties pursuant to the terms hereof; and Collateral Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, no Secured Party shall have any right of action whatsoever against Collateral Agent as a result of Collateral Agent acting or refraining from acting under this Agreement or any Security Document in accordance with any written instructions given in accordance with this Agreement, and any such action taken in compliance with, or any such failure to act based upon, any such instructions shall be binding on all Secured Parties. Except for action expressly required of Collateral Agent pursuant to the terms hereof, Collateral Agent shall be fully justified in failing or refusing to take any action hereunder or under the Security Documents unless it shall first be indemnified to its satisfaction by the Obligors and/or Secured Parties against any and all liability and expense which may be incurred by Collateral Agent by reason of taking or continuing to take any such action. Notwithstanding any other provision of this Article 10 or any indemnity or instructions provided by any or all Secured Parties, Collateral Agent shall not be required to take any action which exposes Collateral Agent to personal liability or which is contrary to this Agreement, the Security Documents or applicable law.
Certain Rights of Collateral Agent. The Collateral Agent may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
Certain Rights of Collateral Agent. Except as otherwise provided in Section 6.01:
(a) the Collateral Agent may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;
(b) any request or direction of the Borrower mentioned herein shall be sufficiently evidenced by a Borrower Notice or Borrower Order;
(c) any request or direction of RUS mentioned herein shall be sufficiently evidenced by an RUS Notice or RUS Order;
(d) whenever in the administration of this Pledge Agreement the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate in the case of the Borrower, and a certificate signed by the Secretary in the case of RUS;
Certain Rights of Collateral Agent. If Collateral Agent requests instructions from Purchasers with respect to any act or action (including forbearance from taking action) in connection with this Agreement or the Security Agreement, then Collateral Agent will be entitled to act or refrain from such act or taking such action unless and until Collateral Agent has received instructions from Purchasers, and Collateral Agent will not incur liability to any Person by reason of so refraining. Without limiting the foregoing, no Purchaser will have any right of action whatsoever against Collateral Agent as a result of Collateral Agent’s acting or refraining from acting hereunder in accordance with the instructions of Purchasers.
Certain Rights of Collateral Agent. (a) The Collateral Agent’s duties under the respective Collateral Documents are solely mechanical and administrative in nature. The Collateral Agent shall have no other duties save as expressly provided for in the respective Collateral Documents and this Indenture.
(b) The Collateral Agent may act in relation to the Collateral Documents, respectively, through their Affiliates, officers, employees and agents and the Collateral Agent shall not be liable for any error of judgment made by any such person.
(c) The Collateral Agent is not obliged to do or omit to do anything if it would or might in their opinion constitute a breach of any law or duty of confidentiality.
(d) The Collateral Agent is not responsible for the adequacy, accuracy and/or completeness of any information supplied by the Parent, the Company or any other person, as applicable, given in or in connection with the Collateral Documents.
(e) The Collateral Agent shall not be bound to enquire:
(1) whether or not any Default or Event of Default has occurred;
(2) as to the performance, default or any breach by any party of its obligations under any of the Collateral Documents; or
(3) whether any other event specified in any of the Collateral Documents has occurred.
(f) The Collateral Agent shall be obligated to perform such duties and only such duties as are specifically set forth in this Indenture, the Intercreditor Agreement and the other Collateral Documents to which it is a party, and no implied duties or obligation shall be read against the Collateral Agent. The Collateral Agent shall not be liable for any cost, loss or liability incurred by any person as a consequence of the Collateral Agent having taken or having omitted to take any action under or in connection with the respective Collateral Documents to which they are a party to, unless directly caused by the Collateral Agent’s fraud, gross negligence or willful misconduct;
(g) The Collateral Agent shall not be liable for any failure to:
(1) require the deposit with it of any deed or document certifying, representing or constituting the title of the Parent in respect of the Collateral;
(2) obtain any license, consent or other authority for the execution, delivery, legality, validity, enforceability or admissibility in evidence of any of the Collateral Documents;
(3) register, file or record or otherwise protect any of the Collateral created under any of the Collateral Documents under any applicable laws in any jurisdiction or to give notic...
Certain Rights of Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right, subject to the Intercreditor Agreement, at any time, upon the occurrence and during the continuance of an Event of Default, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.
Certain Rights of Collateral Agent. If an Event of Default has occurred and is continuing, the Collateral Agent may from time to time give notice to the Grantor revoking in whole or in part the rights of the Grantor under Section 4.03(b)(i). If and to the extent such notice has been given, and such Event of Default is continuing, all voting and other consensual rights pertaining to the Collateral shall thereupon be vested in the Collateral Agent, who shall have the sole right to exercise or refrain from exercising such rights.
Certain Rights of Collateral Agent. If an Event of Default has occurred and is continuing, all rights of the Grantor to receive and retain the Distributions that it would otherwise be authorized to receive and retain pursuant to Section 4.03(c)(i) shall automatically cease, and all such rights shall thereupon vest in the Collateral Agent. Such Distributions shall be Collateral, and shall be forthwith delivered to the Collateral Agent and applied as provided in Section 5.06.
Certain Rights of Collateral Agent. (a) The Collateral Agent may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. 31 SECTION 8. MISCELLANEOUS 32
8.1 Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with the Credit Agreement; provided that any waiver, amendment, supplement or modification of this Agreement that by its terms affects only the Credit Agreement may be waived, amended, supplemented or modified in accordance with the Credit Agreement, as applicable. 32
